DREEKETS BAY ESTATES OWNERS ASSOCIATION BYLAWS St. John, U.S. Virgin Islands
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ARTICLE I DEFINITIONS All terms that are defined in the Declaration of Protective Covenants for Dreekets Bay Estates shall govern and control in the event of any inconsistency between the Declaration and these Bylaws. All terms used, but not expressly defined herein, shall have the meaning assigned to them by the Declaration. As used herein, the following terms shall have the meaning ascribed to them below: The term “Architectural Guidelines” shall mean those architectural guidelines attached as Exhibit A to the Declaration of Protective Covenants for Dreekets Bay Estates, together with such amendments thereto as may be made by Family Properties Caribbean, LLC from time to time. The term “Architectural Control Committee” or “ACC” shall mean and refer to the individual or individuals designated or elected as set forth in the Declaration by the Developer, from time to time, to perform the architectural review and approval functions prescribed by these Bylaws, the Declaration, and the Architectural Guidelines. The term “Articles of Incorporation” shall mean the articles of incorporation filed to create the Association and any amendments thereto. The Term “Association” shall mean and refer to Dreekets Bay Estate Owners Association, Inc., or any other owners association organized for owners of Lots in Dreekets Bay Estates. The term “Board of Directors” shall mean the elected body governing the Association, having its normal meeting under Virgin Islands corporate law. The term “Buyer” shall mean the purchaser under a contract of sale for a Lot, which contract is not in default. The term “Common Areas” shall have the meaning assigned to it by the Declaration. The term “Declaration” shall mean the Declaration of Protective Covenants for Dreekets Bay Estates. The term “Developer” shall mean and refer to Family Properties Caribbean, LLC, its successors and assigns. The term “Development Documents” shall include the Declaration of Protective Covenants, Owners Association Bylaws, Rules and Regulations, Architectural Guidelines or any other document adopted by the Developer or the Board of Directors
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The term “Dreekets Bay Estates” shall mean that subdivision comprised of Parcel numbers 6ö-8, 9, 10 11, 12, 13, 14, 15, 16, 18, 31, 32, 33, 34, 35, 36, Remainder Parcel No. 6ö, Right of way Parcel Nos. 6ö-R1, 6ö-R2, 6ö-R3 and a one sixth (1/6) undivided interest in Parcel No. 6aa Estate Hansen Bay “A”, #6 East End Quarter, St. John, U.S. Virgin islands, as well as all lots or parcels subdivided from the foregoing parcels, and such additional properties as Developer may subject to the Declaration. The term “Dwelling Unit” shall mean a structure containing kitchen facilities. The term “Lots,” standing alone, shall mean all residential lots or parcels which are subject to the operation and effect of these Bylaws and the Declaration. The term “Owner” shall mean and refer to the record owner, whether one or more persons or entities, and to the administrator or executor of such record owner, of any Lot, but excluding any party holding the fee simple title merely as security for the payment of indebtedness. The term “Member” shall mean each person or entity that has a ownership interest in a Lot subject to the Declaration. Membership and voting rights of Members shall be as defined in the Declaration and these Bylaws. .
ARTICLE II ASSOCIATION OF OWNERS Section 2.1 Association. The Association is a non-profit U.S. Virgin Islands corporation formed for the purpose of administering matters concerning Dreekets Bay Estates, and to adopt a budget and assess Members to pay for certain expenses related to Dreekets Bay Estates and the Common Areas thereof. All Owners shall, upon purchase by deed or land contract, automatically become Members of Dreekets Bay Estates Association, and shall be subject to its benefits and obligations. The Association shall be responsible for the management, maintenance, operation and administration of the Common Areas, easements and business affairs of Dreekets Bay Estates in accordance with the Declaration, duly adopted Rules and Regulations of the Association, and the laws of the U.S. Virgin Islands. All Owners in Dreekets Bay Estates and all persons using or entering upon or acquiring any interest in any Lot therein shall be subject to the provisions and terms set forth in this document. Section 2.2 Membership and Voting. Membership in the Association and voting by Members of the Association shall be in accordance with the following provisions: (a) Each Owner shall be a member of the Association and no other person or entity shall be entitled to membership. (b) The interest of an Owner in the funds and assets of the Association cannot be assigned, pledged or transferred in any manner except as an appurtenance to his or her Lot. 3
(c) No Owner shall be entitled to vote at any meeting of the Association until he or she has presented evidence of ownership of a Lot in Dreekets Bay Estates to the Association. In addition to ownership of a Lot in Dreekets Bay Estates, to be qualified to vote (or to be counted in determining the number of Owners needed for any action reserved to the Owners), an Owner must then be in good financial standing with the Association, with all dues and assessments past due fully paid. The vote of each Owner shall only be cast by the individual representative designated by such Owner in the manner required in Subparagraph (d) below or by a proxy given by such Owner. (d) Each Owner shall file a written notice with the Association designating the individual representative who shall vote at meetings of the Association and receive all notices and other communications from the Association on behalf of such Owner. Such notice shall state the name and mailing address of the individual representative designated, the number of the Lot or Lots owned by the Owner, and the name and address of each person, firm, corporation, partnership, association, trust or other entity which has an ownership interest in the Lot or Lots. Such notice shall be signed and dated by the Owner. The individual representative designated may be changed by the Owner at any time by filing a new notice in the manner provided here. Section 2.3 Accounting. The Association shall keep detailed books of account showing all expenditures and receipts of administration which shall specify the maintenance and repair expenses of the Common Areas and any other expenses incurred by or on behalf of the Association and the Owners. Such accounts and all other Association records shall be open for inspection by the Owners and their Mortgagees during reasonable working hours. The Association shall prepare and distribute to each Owner at least once a year a financial statement, detailing the balance sheet and the income and expenses of the Association as well as the budget for the coming year. Section 2.4 Board of Directors. The affairs of the Association shall be governed by a Board of Directors, all of whom shall serve without compensation and who must be Members of the Association. The number, terms of office, manner of election, removal and replacement, meetings, quorum and voting requirements, and other duties or provisions of or relating to Directors, not inconsistent with the following, are set forth in Article IX hereof. (a) The Board of Directors shall have all powers and duties under the laws of the US Virgin Islands necessary for the administration of the affairs and business of the Association and may do all acts and things as are not prohibited by law or the other Development Documents or required therein to be exercised and done by the Owners. In addition to the preceding general duties imposed herein, or any further duties which may be imposed by resolution of the Members or the Board of Directors shall be responsible specifically for the following: (1) To manage and administer the business, and other affairs of the Association, including the management and maintenance of the Common Areas. (2) To establish and to collect assessments from the Members of the 4
Association and to use the proceeds for the purposes of the Association. (3) To carry insurance as advisable for the Association and its members, and to collect and allocate any insurance claim proceeds. (4) To rebuild improvements after casualty. (5) To contract for and employ persons, firms, corporations or other agents to assist in the management, operation, maintenance and administration of the Common Areas. (6) To acquire, maintain and improve, and to buy, operate, manage, sell, convey, assign, mortgage or lease any real or personal property (and including any easements, rights-of-way and licenses) on behalf of the Association in furtherance of any of the purposes of the Association; provided, however, that any such action shall also be approved by affirmative vote of more than twothirds of all of the Members of the Association who are then in good standing. (7) To borrow money and issue evidences of indebtedness in furtherance of any and all of the purposes of the business of the Association, and to secure the same by mortgage, security interest or other lien on property owned by the Association; provided, however, that any such action shall also be approved by affirmative vote of more than two-thirds of all of the Members of the Association who are then in good standing. (8) To establish and issue rules and regulations for the operations and management of the Association in accordance herewith. (9) To establish such committees as it deems necessary, convenient or desirable and to appoint persons for the purpose of implementing the administration of the Association and to delegate to such committees any functions or responsibilities which are not by law or by the Development Documents required to be performed by the Board of the Association. (10) To enforce the provisions, rules and regulations made in accordance herewith. (b) The Board of Directors may employ for the Association a professional management agent at reasonable compensation established by the Board to perform such duties and services as the Board shall authorize including, but not limited to, the duties listed in Section 2.4(a) hereof, and the Board may delegate to such management agent any other duties or powers which are not by law or by the Development Documents required to be performed by the Board. (c) All of the actions of the first Board of Directors of the Association or any successors shall be binding upon the Association in the same manner as though such actions had been authorized by a Board of Directors duly elected by the Members of the Association at the first or any subsequent annual meeting of Members, so long as such 5
actions are within the scope of the powers and duties which may be exercised by any Board of Directors as provided in this document. Section 2.5 Actions Prior to First Meeting. The Incorporators of the Association shall have the sole authority to designate and appoint the members of the Board of Directors until the first Annual meeting of the Board. Section 2.6 Indemnification. Every Director and every officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of his being or having been a Director or officer of the Association, whether or not he is a Director or officer at the time such expenses are incurred, except in such cases where the Director or officer is adjudged guilty of willful or wanton misconduct or gross negligence in the performance of his duties; provided that, in the event of any claim for reimbursement or indemnification based upon a settlement by the Director or officer seeking reimbursement or indemnification, the indemnification here shall apply only if the Board of Directors (with the Director seeking reimbursement abstaining) approves such settlement and reimbursement as being in the best interest of the Association. The preceding right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or officer may be entitled. At least fifteen (15) days prior to payment of any indemnification which it has approved, the Board of Directors shall notify all Owners.
ARTICLE III ASSESSMENTS Section 3.1 Amount of Assessments. Assessments shall be determined in accordance with the following provisions: (a) The Board of Directors of the Association shall establish an annual budget in advance for each fiscal year and such budget shall project all expenses for the forthcoming year which may be required for the proper operation, management and maintenance of the Association (including the Common Areas), as well as a reasonable allowance for contingencies and reserves. Upon adoption of an annual budget by the Board of Directors, copies of the budget shall be delivered to each Owner and the assessment for said year shall be established based upon the budget. The budget may be amended and additional assessments declared should the Board of Directors, at any time, in its sole discretion determine: (1) That the assessments levied are or may prove to be insufficient to pay the costs of operation and management of the Association; (2) That there exists a current need to provide replacements or maintenance of existing Common Areas for which the Association is responsible;
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(3) That there exists a need to provide additional improvements to the Common Areas for which the Association is responsible, not exceeding $50,000.00 annually unless approved by more than fifty (50%) percent of the Owners then in good standing in number; or (4) In the event of emergencies, the Board of Directors shall have the authority to increase the general assessment or to levy such additional assessment or assessments as it shall deem necessary. (b) Special assessments, in addition to those required in (a) above may be made by the Board of Directors from time to time and approved by the Owners, as herein provided, to meet other needs or requirements of the Association, including, but not limited to: (1) Assessments for capital improvements to the Common Areas of a cost exceeding $50,000.00 in any one calendar year; (2) Assessments to purchase a Lot upon foreclosure of the lien for assessments described in Section 2.4 herein; and (3) Assessments for any other appropriate purpose not elsewhere herein described. Special assessments referred to in this Subparagraph (b) shall not be levied without the prior approval of more than sixty (60%) percent of all Owners then in good standing. The authority to levy assessments is solely for the benefit of the Association and of the Members thereof and shall not be enforceable by any creditors of the Association. Section 3.2 Apportionment. All assessments levied against the Owners to cover expenses of administration shall be noticed, apportioned assessed, collected and enforced as set forth in the Declaration. If an Owner is in default on payment of assessments, the Association shall have the right to record and place a lien of record against an Owner’s Lot(s) and to foreclose on the lien as set forth in more detail in the Declaration. Payments of assessments in default shall be applied as follows: first, the cost of collection and enforcement of payment, including reasonable attorney's fees and court cost; second, to any interest charges and penalties for late payment on such assessments; and third, to assessments in default in the order of their due dates. Section 3.3 No Exemption. Except as may be otherwise provided herein, or in the Declaration, no Owner may exempt himself or herself from liability for his assessments by waiver of the use or enjoyment of any of the Common Areas or by the abandonment of his or her Lot. Section 3.4 Developer Assessments. Notwithstanding any other provisions of these By-Laws, the Developer shall pay assessments in the amount and manner set forth in paragraph 16 (d) of the Declaration.
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ARTICLE IV INSURANCE Section 4.1 Responsibility for Insurance. The Association shall carry vandalism and malicious mischief and liability insurance, and workmen's compensation insurance, if applicable, pertinent to the ownership, use and maintenance of the Common Areas of Dreekets Bay Estates, and such other insurance as the Board of Directors deems advisable; and all such insurance shall be carried and administered in accordance with the following provisions: (a) All such insurance shall be purchased by the Association for the benefit of the Association, the Owners and their mortgagees, as their interests may appear; and provision shall be made for the issuance of certificates of mortgagee endorsements to the mortgagees of Owners. Lot owners shall be responsible for obtaining fire and extended coverage insurance, vandalism, malicious mischief and liability insurance upon their Lots and improvements, at their own expense, in addition to the coverage carried by the Association. (b) All premiums for insurance purchased by the Association pursuant to these Bylaws shall be expenses of administration of the Association. (c) Proceeds of all insurance policies owned by the Association shall be received by the Association, held in a separate account and distributed to the Association, the Owners and their mortgagees as their interests may appear. Section 4.2 Appointment of Association. Each Owner, by ownership of a Lot in Dreekets Bay Estates, shall be deemed to appoint the Association as the Owner's true and lawful attorney-in-fact to act in connection with all matters concerning the maintenance of fire and extended coverage, vandalism and malicious mischief, liability insurance and workmen's compensation insurance, if applicable, pertinent to Dreekets Bay Estates and the Common Areas thereof. Without limitation of the generality of the foregoing, the Association, as said attorney-in-fact, shall have full power and authority to purchase and maintain such insurance, to collect and remit premiums therefore, to collect proceeds and to distribute the same to the Association, the Owners and respective mortgagees, as their interests may appear (subject always to the provisions of these By-laws, the Declaration and the Articles of Incorporation), to execute releases of liability and to execute all documents and to do all things on behalf of such Owner and the Association as shall be necessary or convenient to the accomplishment of the foregoing.
ARTICLE V RECONSTRUCTION OR REPAIR Section 5.1 Repair of Common Areas. The Association shall be responsible for the reconstruction and repair of the Common Areas. Immediately after a casualty 8
causing damage to property for which the Association has the responsibility of repair and reconstruction, the Association shall obtain reliable and detailed estimates of the cost to replace the damaged property in a condition as good as that existing before the damage. If the proceeds of insurance are not sufficient to defray the estimated costs of reconstruction or repair required to be performed by the Association, or if at any time during such reconstruction or repair, or upon completion of such reconstruction or repair, the funds for the repayment of the costs thereof are insufficient, assessments shall be made against all Owners for the cost of reconstruction or repair of the damaged property in sufficient amounts to provide funds to pay the estimated or actual cost or repair. Section 5.2 Eminent Domain. The following provisions shall apply upon any taking by eminent domain: (a) If any portion of the Common Areas is taken by eminent domain, the award therefore shall be paid to the Association, and shall be utilized as the Board of Directors shall determine. The Association, acting through its Board of Directors, may negotiate on behalf of all Owners for any taking of Common Areas; and any negotiated settlement approved by more than two-thirds (2/3) of the Owners then in good standing shall be binding on all Owners.
ARTICLE VI COMPLIANCE The Association of Owners and all present or future Owners, tenants, future tenants or any other persons acquiring an interest in or using the facilities of Dreekets Bay Estates, in any manner, are subject to and shall comply with the Declaration (as amended), the rules and regulations duly promulgated in connection therewith, and with these Bylaws, as amended, and the mere acquisition, occupancy or rental of any Lot or an interest therein or the utilization of or entry upon Dreekets Bay Estates premises shall signify that these Association Bylaws are accepted and ratified.
ARTICLE VII REMEDIES FOR DEFAULT Section 7.1 Remedies. Any default by an Owner shall entitle the Association or another Owner or Owners to the following relief: (a) Failure to comply with any of the terms or provisions of these Association Bylaws shall be grounds for relief, which may include without intending to limit the same, an action to recover sums due for damages, injunctive relief, foreclosure of lien (if default in payment of assessment) or any combination thereof, and such relief may be sought by the Association or, if appropriate, by an aggrieved Owner or Owners.
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(b) If any proceeding arising because of an alleged default by any Owner is successful, the Association shall be entitled to recover the costs of the proceeding and such reasonable attorneys' fees. (c) The violation of any of these provisions by any Owner shall be grounds for assessment by the Association, acting through its duly constituted Board of Directors, of monetary fines for such violations. No fine may be assessed unless Rules and Regulations establishing such fine have first been duly adopted by the Board of Directors of the Association and notice thereof given to all Owners in writing to the address last provided to the Association by the Owner. After the provision of notice, fines may be assessed only upon notice to the offending Owners and an opportunity for such Owner to appear before the Board no less than fifteen days from the date the notice is given and offer evidence in defense of the alleged violation. All fines duly assessed may be collected in the same manner as provided in Article III of these Bylaws for the collection of assessment. The amount of such fines shall be as established by the Association’s Board of Directors. Section 7.2 No Waiver. The failure of the Association or of any Owner to enforce any right, provision, covenant or condition which may be granted by this document shall not constitute a waiver of the right of the Association or of any such Owner to enforce such right, provision, covenant or condition in the future. Section 7.3 No Election of Rights. All rights, remedies and privileges granted to the Association or any Owner or Owners pursuant to any terms, provisions, covenants or conditions of this document shall not be deemed to constitute an election of remedies, nor shall it preclude any party thus exercising the same from exercising such other and additional rights, remedies or privileges as may be available to such party at law or in equity. Section 7.4 Conflict of Provisions. In the event of any conflict between the provisions of the Bylaws and the Declaration, the provisions of the Declaration shall have priority and shall prevail.
ARTICLE VIII MEETINGS OF ASSOCIATION Section 8.1. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Owners as may be designated by the Board of Directors in accordance with Roberts' Rules of Order or some other generally recognized manual of parliamentary procedure, when not otherwise in conflict with these Bylaws, the Declaration and the Articles of Incorporation. Section 8.2 The date, time, and place of the Annual Meeting including the first Annual Meeting shall be set by the Board of Directors, and at least thirty (30) days' advanced written notice thereof, delivered either by U.S. postal mail, or electronic mail thereof shall be given to each Owner. Thereafter, annual meetings of Members of the Association shall be held each succeeding year at such time and place as shall be 10
determined by the Board of Directors. Notice of the time, place and subject matter of all meetings, other than the initial Annual Meeting, shall be given to each Owner by U.S postal mail, or by electronic mail, the same to each individual representative designated by the respective Owners at least thirty (30) days before such meeting. At the Annual Meeting there shall be elected, by a vote of the Owners then in good standing, a Board of Directors in accordance with the requirements of Article IX of these Association Bylaws. The Owners may also transact at such meetings such other business of the Association as may properly come before them. The presence in person or by proxy, including electronic mail proxy, of fifty (50%) percent of the Owners then in good standing shall constitute a quorum for holding a meeting of the Members of the Association, except for voting on questions specifically required herein or by the Declaration, to require a greater quorum. All decisions of the Association shall be by a majority of the quorum, except as may be expressly limited by the Declaration, or as otherwise specifically provided for in the Bylaws. Votes shall be cast in person or by proxy and must be filed with the Secretary of the Association at or before the appointed time of each meeting of the Members of the Association. Cumulative voting shall not be permitted. Section 8.3 It shall be the duty of the President to call a special meeting of the Owners as directed by resolution of the Board of Directors or upon a petition signed by one-third (1/3) of the Owners presented to the Secretary of the Association. Notice of any special meetings shall state the time and place of such meeting and the purposes thereof. No business shall be transacted at a special meeting except as stated in the notice. Section 8.4 It shall be the duty of the Secretary (or other Association officer in the secretary's absence) to serve a notice of each Annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, upon each Owner of record, at least thirty (30) days prior to such meeting. The mailing, postage prepaid, or via electronic mail, of a notice to the representative of each Owner at the address required to be filed with the Association shall be deemed notice served as of the date it was sent. Any member may, by written waiver of notice signed by such member, waive such notice and such waiver, when filed in the records of the Association, shall be deemed due notice. All Members of the Association shall have a current Electronic Mail address on file with the Secretary of the Association. Section 8.5 If any meeting of Owners cannot be held because a quorum is not in attendance, the Owners who are present may adjourn the meeting for a time not less than forty-eight (48) hours from the time the original meeting was called. Section 8.6 At any general or special meeting of the Members of the Association, in order to convene the meeting and conduct business, a quorum shall constitute the presence, either in person or by duly signed proxy, of not less than fifty percent (50%) of the total Owners in good standing.
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ARTICLE IX BOARD OF DIRECTORS Section 9.1 The affairs of the corporation shall be governed by a board of not less than three (3) Directors, all of whom must be Members of the Association, except for the first Board of Directors and one of whom shall be the President of the Association. The Board of Directors shall have the power to manage and act in all ways with respect to the Association’s affairs and interests, including, but not limited to, the management of the Association’s legal and real property interests. Any sale or conveyance, however, of any interest in the Common Areas shall require the approval of not less than 66 2/3 percent of the Owners. Section 9.2 The first Board of Directors shall manage the affairs of the Association until a successor Board of Directors is elected at the first annual meeting of Members of the Association. The term of office each Director (except for the Board of Directors elected prior to the First Annual Meeting of Members) of shall be one (1) year. Each Director shall hold office until his successor has been elected and their meeting has been held. Section 9.3 Vacancies in the Board of Directors, including the first Board of Directors, caused by any reason other than the removal of a Director by a vote of the Members of the Association, shall be filled by the vote of the majority of the remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association. Section 9.4 At any regular or special meeting of the Association duly called, any one or more of the Directors may be removed with or without cause by a majority of the Owners and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Owners shall be given an opportunity to be heard at the meeting. Section 9.5 The first meeting of the newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected and no notice shall be necessary to the newly elected Directors in order legally to constitute such a meeting, providing a majority of the whole board shall be present. Section 9.6 Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time by a majority of the Directors, but at least one such meeting shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally, or by mail, telephone, fax or e-mail, at least ten (10) days prior to the date set for such meeting. Section 9.7 Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, which notice shall be given 12
personally, or by mail, telephone, fax or e-mail. Such notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of one Director. Section 9.8 Before or at any meeting of the Board of Directors any Director may, in writing, waive notice of such a meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the board shall be deemed a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section 9.9 At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any such business which might have been transacted at the meeting as originally called, may be transacted without further notice. The participation of a Director in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such director for the purposes of determining a quorum. Section 9.10 The Board of Directors may require that all officers and employees of the Association handling and responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be expenses of administration of the Association.
ARTICLE X OFFICERS Section 10.1 The principal officers of the Association shall be a President, who shall be a member of the Board of Directors, a Secretary, and a Treasurer. The Association may elect a Vice President, an Assistant Treasurer, and an Assistant Secretary, and such other officers as, in the judgment of the Members, may be necessary. Section 10.2 Except for the first officers, who shall be appointed by the first Board of Directors, the officers of the Association shall be Owners of Lots and Members of the Association, and shall be elected annually by the Owners at the annual meeting. Section 10.3 Upon affirmative vote of the majority of the Members of the Association in good standing, any officer may be removed either with or without cause, and his successor elected at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors called for such purpose.
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Section 10.4 The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association. He shall have all of the general powers and duties which are usually vested in the office of the President of an association, including, but not limited to, the power to appoint committees from among the Members of the Association from time to time as he may, in his discretion, deem appropriate to assist in the conduct of the affairs of the Association. Section 10.5 The Vice-President, if any, shall take the place of the President and perform his duties whenever the President shall be absent and unable to act. If neither the President nor the Vice-President is able to act, the Secretary shall act in their stead on an interim basis. The Vice-President shall also perform such other duties as shall, from time to time, be imposed upon him by the Board of Directors. Section 10.6 The Secretary shall keep the minutes of all the meetings of the Board of Directors and the minutes of all the meetings of the Members of the Association; he shall have charge of the corporate seal and such books and papers as the Board of Directors may direct; he shall service notice of meetings of the Board of Directors and of the Members, keep appropriate current records showing the Members of the Association, together with their addresses; and he shall, in general, perform all duties incident to the office of the Secretary. Section 10.7 The Treasurer shall have responsibilities for the Association's funds and securities and shall be responsible for keeping full and accurate account of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, and in such depositories, as may, from time to time, be designated by the Board of Directors. He shall provide the information to a Certified Public Accountant designated by the Board of Directors to prepare a compiled financial statement and the annual tax reporting required. He shall be the chief officer responsible for the preparation and filing of a corporate annual report with the Office of Lieutenant Governor, an annual budget, a statement of income and expenditures, and a balance sheet to be presented to the Membership at its annual meeting. Section 10.8 The Association’s officers shall have such other duties, powers, and responsibilities as shall, from time to time, be authorized by the Board of Directors.
ARTICLE XI FINANCE Section 11.1 The fiscal year of the Association shall be an annual period commencing on such date as shall be initially determined by the Directors. The commencement date of the fiscal year shall be subject to change by the Directors for accounting reasons or other good cause. Section 11.2 The funds of the Association shall be deposited in such bank as may be designated by the Board of Directors and shall be withdrawn only upon the 14
check or order of such officers, employees, or agents as are designated by resolution of the Board of Directors from time to time.
ARTICLE XII ARBITRATION Section 12.1 Arbitration. Disputes, claims or grievances arising out of or relating to the interpretation or the application of these Bylaws, or any disputes, claims or grievances arising among or between Owners and the Association shall, upon the election and written consent of the parties to any such disputes, claims or grievances, and written notice to the Association, be submitted to arbitration and the parties shall accept the arbitrator's decision as final and binding. The Commercial Arbitration Rules of the American Arbitration Association, as amended, and in effect from time to time, shall be applicable to any such arbitration. Section 12.2 Legal Action. In the absence of the election and written consent pursuant to Section 12.1, no Owner or the Association shall be precluded from petitioning the courts to resolve any such disputes, claims or grievances. Section 12.3 Election. An election by Owners or the Association to submit, at any point, a dispute, claim or grievance to arbitration shall preclude such parties from subsequently litigating such dispute, claim or grievance in the courts. Section 12.4 Civil Action. Any civil action proposed by the Board of Directors on behalf of the Association, other than for collection of delinquent assessments, shall be subject to prior approval of the majority of Owners then in good standing.
ARTICLE XIII AMENDMENTS Section 13.1 Amendments. The Bylaws may be amended, altered, changed, added to or repealed only in the manner set forth herein. Section 13.2 Meeting. Upon any such amendment being proposed, a meeting of the Members for consideration of the same shall be duly called in accordance with the provisions of the Bylaws. Section 13.3 Vote Required. Except as expressly limited in Section 13.4 of these Bylaws, these Bylaws may be amended by the Association at any regular annual meeting, or a special meeting called for such purpose, by an affirmative vote of not less than 66-2/3 percent of all Owners in good standing present or represented by proxy at such meeting. Section 13.4 Effective Date of Amendments. Any amendment to these Bylaws 15
shall become effective upon the vote of two-thirds of the Members in good standing, unless a specific subsequent date is established at the time of the vote. Section 13.5 Copies of Amendments. A copy of each amendment to the Bylaws shall be furnished to every member of the Association after adoption; provided, however, that any amendment to these Bylaws that is adopted in accordance with this Article shall be binding upon all persons who have an interest in Lots in Dreekets Bay Estates irrespective of whether such persons actually receive a copy of the amendment.
ARTICLE XIV SEVERABILITY In the event that any of the terms, provisions or covenants of these Association Bylaws are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holding shall not affect, alter, modify or impair in any manner any of the other terms, provisions or covenants of such documents or the remaining portions of any terms, provisions or covenants held to be partially invalid or unenforceable. Dated: _________________, 200___
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